Plaza Wa=
lk, 2500
Tamiami Trail N,
This Confidentiality Agreement (this “Agreement”) is entered into by _______________________ (“Prospective Purchaser”) for the benefit of Plaza Walk Partners (“Owner”). Owner is the Owner of the certain real estate asset described as Plaza Walk. The effective date of this agreement is ______________. In consideration of being provided Confidentiality Informat= ion (as hereafter defined), Prospective Purchaser agrees as follows:
1. =
&nb=
sp;
The term “Confidentiality Information” as used herein
means, collectively, (i) all information furnished by or on behalf of Owner
regarding the Property, the Property’s operation and /or a possible
purchase of the Property by Prospective Purchaser (the “Proposed
Transaction”), (ii) all analyses, notes, summaries of computer files
generated by or for Prospective Purchaser or its Representatives (as hereaf=
ter
defines) which are based upon or incorporate the information referred to in
clause (i), and (iii) items and terms discussed or negotiated in connection
with the Proposed Transaction. Notwithstanding the preceding sentence, “Confidentiality Information&=
#8221;
shall not include information which (a) was in Prospective Purchaser’s
possession prior to the effective date hereof (provided that, to Prospective
Purchaser’s knowledge, the source of the information was not prohibit=
ed
from transmitting it to prospective purchaser), (b) is or becomes publicly
known, except for any such information that becomes publicly know because of
disclosure by prospective Purchaser or its Representative in violation of t=
his
Agreement, or (c) is required to be disclosed pursuant to judicial or regul=
atory
action, law or similar legal process. At anytime upon the written request of
Owner, Prospective Purchaser must return to Owner, or destroy, the Confiden=
tial
Information. Such return or destruction must occur within five (5) business
days after Owner’s request. If Prospective Purchaser chooses to destr=
oy
the Confidential Information, then such destruction must be certified to in
writing and such certification delivered to Owner within such five (5) busi=
ness
day period.
2. =
&nb=
sp;
Prospective Purchaser agrees that the Confidential Information will=
be
used solely to evaluate the Proposed Transaction and must be kept confident=
ial
by the Prospective Purchaser and its Representatives. Prospective Purchaser
will not disclose Confidential Information or permit it tot be disclosed to=
any
other party, provided, however, that Confidential Information may be disclo=
sed
(and copies provided) to Prospective Purchaser’s directors, officers,
employees, partners, co-investors, financing sources, affiliates and adviso=
rs
(collectively “Representatives”), but only to the extent necess=
ary
to evaluate the Proposed Transaction, and, provided further, that such
Representatives have agreed to be bound by the terms of this agreement.
Prospective Purchaser shall be responsible for any disclosure by its
Representatives of the Confidential Information, which is not expressively
authorized hereby. Prospective Purchaser agrees to be responsible for enfor=
cing
the confidential provisions herein with respect to its representatives. Wit=
hin
five (5) business days following Owner’s request therefore, Prospecti=
ve
Purchaser will provide the names and addresses of all Representatives to wh=
om
Prospective Purchaser has provided Confidential Information. Neither
Prospective Purchaser, nor any of its Representatives, shall directly or
indirectly communicate with any tenants, property manager, leasing agents,
service contractors, lien holders or other parties with any interest in or
contractual relationship affecting the Property, except in the ordinary cou=
rse
of business unrelated to the Proposed transaction.
3. =
&nb=
sp;
Prospective Purchaser for itself on and on behalf of its
Representatives, acknowledges and agrees that, except as may be set forth i=
n a
fully executed, definitive purchase agreement, neither Owner or its affilia=
tes,
agents or advisors, and none of the respective officers, directors, employe=
es,
agents or controlling persons, has made or hereby makes any express or impl=
ied
representation or warranties as to the accuracy or completeness of the
Confidential Information. None of the foregoing persons shall have any
liability to Prospective Purchaser or its Representatives relating to or
arising from the use of any Confidential Information. Prospective Purchaser=
and
its Representatives are not entitled to rely on the accuracy or completenes=
s of
the Confidential Information or for any errors therein or omissions therefrom. Prospective Purchaser and its Representati=
ves
agree to rely solely on their own independent investigation, analysis,
appraisal and evaluation of the facts and circumstances in connection with =
the
Proposed Transaction.
4. =
&nb=
sp;
Owner may conduct the process that may or may not result in the
Proposed Transaction in such manner as Owner, in its sole discretion, may
determine (including, without limitation, negotiating and entering into a
definitive purchase agreement with any third party without notice to
Prospective Purchaser). Owner reserves the right to change (in its sole
discretion, at any time and without notice) the procedures relating to
Owner’s and Prospective Purchaser’s consideration of the Propos=
ed
Transaction. This agreement is not an offer to sell and shall not be constr=
ued
as such. Owner is under no obligation to sell the Property by virtue of this
Agreement. Owner may discontinue the marketing of the Property at any time =
for
any reason or no reason in Owner’s sole discretion without notice to
Prospective Purchaser.
5. =
&nb=
sp;
In the event of any breach of this Agreement by Prospective Purchas=
er
or its Representative, Owner would be irreparably and immediately harmed and
could not be made whole by monetary damages. Accordingly, it is agreed that,
without prejudice to any right and remedies otherwise available to Owner, O=
wner
shall be entitled (i) to equitable relief by way of injunction in the event=
of
a breach of any provision of this agreement, and (ii) to compel specific
performance, in each case without the need for proof of actual damages.
Prospective Purchaser agrees to indemnify Owner for any losses, claims,
damages, costs and expenses, including reasonable attor=
neys
fees that Owner may incur or suffer in connection with the breach of this
Agreement or its enforcement.
6. =
&nb=
sp;
This Agreement shall be binding upon Prospective Purchaser’s
successors and assigns and shall inure to the benefit of and be enforceable=
by
the respective successors and assigns of Owner. Owner and its successors and
assigns shall be deemed the beneficiaries of this Agreement, and shall be
entitled to all the rights and remedies accorded to such parties at law or =
in
equity. The laws of the state in which the Property is located shall govern
this Agreement. This Agreement may be waived, amended or modified only by a
written instrument signed by both Owner and Prospective Purchaser, which sh=
all
set forth specifically the provisions of this agreement that are to be so
waived, amended or modified. Time is of the essence in connection with the
performance of Prospective Purchaser’s and Representative’s
obligations pursuant to this Agreement.
Prospective Purchaser:
Company:
=
_________________________=
_______ &=
nbsp; &nbs=
p; &=
nbsp; &nbs=
p; Address: &=
nbsp; ________=
_________________________
Signature: =
&nb=
sp; ________________________________ &=
nbsp; &nbs=
p; &=
nbsp; &nbs=
p; Phone: &=
nbsp; _________________________________
Print Name: =
; =
________________________________ &=
nbsp; &nbs=
p; &=
nbsp; &nbs=
p; Fax: &=
nbsp; &nbs=
p; _________________________________
Title: &nbs=
p; &=
nbsp; ____________________=
____________ &=
nbsp; &nbs=
p; &=
nbsp; &nbs=
p; E-mail: &=
nbsp; _________________________________